UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report July 8, 1998
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Missouri 333-51817 43-1681393
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification)
210 West 10th Street, 6th Floor, Kansas City Missouri 64105
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 816-435-5000
----------------------
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 99 Preliminary Term Sheet for Commercial Mortgage Pass-Through
Certificates Series 1998-C1
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
By: /s/ Leon E. Bergman
Name: Leon E. Bergman
Title: Vice President
Date: July 10, 1998
MORGAN STANLEY July 8, 1998
Real Estate Debt Capital Markets
Mortgage Capital Market
MORGAN STANLEY DEAN WITTER
CMBS New Issue
Preliminary Term Sheet
Expected Pricing Date: July 15, 1998
__________________________________
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
as Depositor
Morgan Stanley Mortgage Capital Inc.
Midland Loan Services, Inc. and PNC Bank, N.A.
Residential Funding Corporation
as Mortgage Loan Sellers
Midland Loan Services, Inc.
as Master Servicer and Special Servicer
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
___________________________________
MORGAN STANLEY DEAN WITTER RESIDENTIAL FUNDING SECURITIES CORPORATION
____________
Selling Agent
PNC CAPITAL MARKETS
THE SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS SUPPLEMENT AND PROSPECTUS AND PROSPECTIVE INVESTORS WHO CONSIDER
PURCHASING ANY SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY
UPON THE INFORMATION PROVIDED THEREIN. CAPITALIZED TERMS USED BUT NOT DEFINED
HEREIN HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE PROSPECTUS SUPPLEMENT.
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Rating Weighted Expected Final
Subordination (S&P/ Average Principal Distribution Pass-Through
Class Amount(1) Levels Moody's) Life(3) Window(3)(4) Date(3) Rate(5)
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
A-1 $ 277,000,000 28.00% AAA/Aaa 5.43 1-113 12/15/07 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
A-2 581,412,000 28.00 AAA/Aaa 9.64 113-118 05/15/08 [6.40%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
X 1,192,238,941(2) ---- AAAr/Aaa 9.51 ---- 03/15/23 (7)
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
B 59,611,000 23.00 AA/Aa2 9.82 118-119 06/15/08 [6.53%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
C 59,612,000 18.00 A/A2 9.90 119-119 06/15/08 [6.65%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
D 62,593,000 12.75 BBB/Baa2 10.51 119-141 04/15/10 WAPT-[0.50%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
E 20,862,000 11.00 BBB-/Baa3 12.08 141-154 05/15/11 WAPT-[0.13%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
F(6) 53,650,000 6.50 BB+/NR 14.21 154-176 03/15/13 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
G(6) 11,923,000 5.50 BB/NR 14.72 176-178 05/15/13 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
H(6) 8,942,000 4.75 BB-/NR 15.06 178-186 01/15/14 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
J(6) 14,905,000 3.50 B+/NR 16.51 186-210 01/15/16 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
K(6) 8,939,000 2.75 B/NR 18.04 210-223 02/15/17 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
L(6) 11,924,000 1.75 NR/B3 19.11 223-233 12/15/17 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
M(6) 8,940,000 1.00 NR/Caa2 19.58 233-236 03/15/18 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
N(6) 11,925,941 0.00 NR/NR 21.52 236-296 03/15/23 [6.19%]
- ---------- --------------- ------------ ----------- ----------- ------------- ---------------- -------------
<FN>
Notes: (1) In the case of each such Class, subject to a permitted
variance of plus or minus 5%.
(2) Class X Notional Amount is equal to the sum of all Certificate
Balances outstanding from time to time.
(3) Based on a prepayment speed of 0% CPR and the Maturity Assumptions
described in the Prospectus Supplement.
(4) Principal Window is the period (expressed in terms of months and
commencing with the month of the first Distribution Date) during
which distributions of principal are expected to be made to the
holders of each designated Class in accordance with the Maturity
Assumptions.
(5) Other than the Class X, Class D and Class E Certificates, each
Class of Certificates will accrue interest generally at a fixed
rate of interest except in limited circumstances as described in
the Prospectus Supplement. The Pass-Through Rates shown above are
for indicative purposes only and will be finalized at time of
pricing.
(6) To be offered privately.
(7) The Pass-Through Rate on the Class X Certificates on each
Distribution Date will equal, in general, the excess, if any, of
the Weighted Average Net Mortgage Rate over the Weighted Average
Pass Through Rate of the Principal Balance Certificates.
</FN>
</TABLE>
T-1
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
I. Issue Characteristics
Issue Type: Public: Class X, A-1, A-2, B, C, D and E
Private (Rule 144A): Class F, G, H, J, K, L, M and N
Publicly $1,061,090,000 monthly pay, multi-class sequential pay
Offered commercial mortgage REMIC Pass-Through Certificates,
Securities: including four fixed-rate principal and interest classes
(A-1, A-2, B and C), two weighted average pass through
principal and interest classes (D and E) and one variable
rate interest only class (X).
Other $131,148,841 monthly pay, multi-class sequential pay
Certificates: commercial mortgage REMIC Pass-Through Certificates,
consisting of eight fixed rate principal and interest
classes (F, G, H, J, K, L, M and N) all of which will be
offered privately.
Collateral: The collateral consists of a $1,192,238,941 pool of
fixed-rate commercial and multifamily Mortgage Loans
Sellers: Morgan Stanley Mortgage Capital Inc., Midland Loan
Services, Inc., PNC Bank, N.A. and Residential Funding
Corporation.
Lead Manager: Morgan Stanley & Co. Incorporated
Co-Manager: Residential Funding Securities Corporation
Master Servicer: Midland Loan Services, Inc.
Special Servicer: Midland Loan Services, Inc.
Trustee/Fiscal LaSalle National Bank/ABN Amro Bank N.V.
Agent:
Expected Pricing July 15, 1998
Date:
Expected Closing July 22, 1998
Date:
Distribution The 15th of each month (or if such day is not a business
Dates: day, the next business day), commencing in August, 1998
Minimum 5,000 for Class A Certificates; $50,000 for class X, B, C,
Denominations: D and E Certificates
Settlement Terms: DTC, Euroclear and Cedel, same day funds, with accrued
interest
Legal/Regulatory Class A-1, A-2 and X Certificates are expected to be
Status: eligible for exemptive relief under ERISA. No Class of
Certificates is SMMEA eligible. Risk Factors: THE
CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE
SUITABLE
Risk Factors: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE
SUITABLE FOR ALL INVESTORS. SEE THE "RISK FACTORS" SECTION
OF THE PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS" SECTION
OF THE PROSPECTUS.
T-2
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
II. Structure Characteristics
The Certificates (other than the Class X, D and E Certificates) are fixed-rate,
monthly pay, multi-class, sequential pay REMIC Pass-Through Certificates. The
Class D and E Certificates are weighted average coupon REMIC Pass-Through
Certificates. The Class X Certificates are variable rate interest only REMIC
Pass-Through Certificates. All Classes of Certificates derive their cash flows
from the entire pool of Mortgage Loans other than the Contingent Interest.
Class X(1)
Class A-1 AAA/Aaa $277.0MM
[6.19%]
Class A-2 AAA/Aaa $581.4MM
[6.40%]
Class B AA/Aa2 $59.6MM
[6.53%]
Class C A/A2 $59.6MM
[6.65%]
Class D BBB/Baa2 $62.6MM
WAPT - [0.50%]
Class E BBB-/Baa3 $20.9MM
WAPT - [0.13%]
Class F BB+/NR $53.7MM
[6.19%]
Class G BB/NR $11.9MM
[6.19%]
Class H BB-/NR $8.9MM
[6.19%]
Class J B+/NR $14.9MM
[6.19%]
Class K B/NR $14.9MM
[6.19%]
Class L NR/B3 $11.9MM
[6.19%]
Class M NR/Caa2 $8.9MM
[6.19%]
Class N NR/NR $11.9MM
[6.19%]
NR = Not Rated
Note: (1) See footnote 7 on page T-1.
T-3
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
Interest Each Class of Certificates will be entitled on each
Distributions: Distribution Date to interest accrued at its
Pass-Through Rate on the outstanding Certificate
Balance or Notional Amount of such Class, as applicable.
Pass-Through Rates: Class A-1: [6.19%]
Class A-2: [6.40%]
Class B: [6.53%]
Class C: [6.65%]
Class D: [WAPT - 0.50%]
Class E: [WAPT - 0.13%]
Class F: [6.19%]
Class G: [6.19%]
Class H: [6.19%]
Class J: [6.19%]
Class K: [6.19%]
Class L: [6.19%]
Class M: [6.19%]
Class N: [6.19%]
Class X: See footnote 7 on page T-1.
The Pass-Through Rate for each class of Principal Balance
Certificates for any Distribution Date will not exceed the
Weighted Average Pass-Through ("WAPT") rate for such
Distribution Date.
Principal Principal Principal will be distributed on each Distribution
Distributions: Date to the most senior Class (i.e., the Class with the
earliest alphabetical/numerical Class designation) of the
Principal Balance Certificates outstanding, until its
Certificate Balance is reduced to zero (sequential order).
If, due to losses, the Certificate Balances of the Class B
through Class N Certificates are reduced to zero, payments
of principal to the Class A-1 and A-2 Certificates will be
made on a pro rata basis.
Prepayment Premium Any Prepayment Premium collected with respect to a Mortgage
Allocation: Loan during any particular Collection Period will be
distributed on the following Distribution Date as follows:
The holders of the respective Classes of Principal Balance
Certificates (other than the Privately Offered Certificates)
then entitled to distributions of principal from the
Principal Distribution Amount for such Distribution Date,
will be entitled to an aggregate amount equal to the lesser
of (a) such Prepayment Premium and (b) such Prepayment
Premium multiplied by a fraction, the numerator of which is
equal to the excess, if any, of the Pass-Through Rate
applicable to the most senior of such Classes of
Certificates then outstanding (or, in the case of two
Classes of Class A Certificates, the
T-4
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
one with the earlier payment priority), over the relevant
Discount Rate (as defined herein), and the denominator of
which is equal to the excess, if any, of the Mortgage Rate
for the prepaid Mortgage Loan, over the relevant Discount
Rate.
For purposes of the foregoing, the "Discount Rate" is the
rate which, when compounded monthly, is equivalent to the
Treasury Rate when compounded semi-annually.
Credit Each Class of Certificates (other than Classes A-1, A-2 and
Enhancement: X) will be subordinate to all other Classes with an earlier
alphabetical Class designation.
Advancing: The Master Servicer, the Trustee and Fiscal Agent (in that
order) will each be obligated to make P&I Advances and
Servicing Advances, including delinquent property taxes and
insurance premiums, but only to the extent that such
Advances are deemed recoverable.
Realized Losses Realized Losses and Expense Losses, if any, will be
and Expense Losses: allocated to the Class N, Class M, Class L, Class K, Class
J, Class H, Class G, Class F, Class E, Class D, Class C and
Class B Certificates, in that order, and then to Classes A-1
and A-2, pro rata, in each case reducing amounts payable
thereto. Any interest shortfall of any Class of Certificates
will result in unpaid interest for such Class which,
together with interest thereon compounded monthly at
one-twelfth the applicable Pass-Through Rate for such Class,
will be payable in subsequent periods, subject to available
funds.
Prepayment Interest For any Distribution Date, any Net Aggregate Prepayment
Shortfalls: Interest Shortfall not offset by the Master Servicing Fee
(but not to exceed 0.029% per loan), will be allocated to
the Certificates pro rata, in each case reducing interest
otherwise payable thereon. Any interest shortfall of any
Class of Certificates will result in unpaid interest for
such Class which, together with interest thereon compounded
monthly at one-twelfth the applicable Pass-Through Rate for
such Class, will be payable in subsequent periods, subject
to available funds.
Appraisal An appraisal reduction generally will be created in the
Reductions: amount, if any, by which the Principal Balance of a
Specially Serviced Mortgage Loan (plus other amounts overdue
in connection with such loan) exceeds 90% of the appraised
value of the related Mortgaged Property. The Appraisal
Reduction Amount will reduce proportionately the amount of
P&I Advances for such loan, which reduction will result, in
general, in a reduction of interest distributable to the
most subordinate Class of Principal Balance Certificate
outstanding.
T-5
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
An Appraisal Reduction will be reduced to zero as of the
date the related Mortgage Loan has been brought current for
at least three consecutive months.
Operating Adviser: The Operating Adviser, which may be appointed by the
Controlling Class, will have the right to be notified by the
Special Servicer with respect to certain actions regarding
Specially Serviced Mortgage Loans. Examples include the
right to make certain modifications, foreclose, sell, bring
an REO Property into environmental compliance or accept
substitute or additional collateral. In addition, subject to
satisfaction of certain conditions, the Operating Adviser
will have the right to direct the Trustee to remove the
Special Servicer and appoint a successor Special Servicer
that must be acceptable to each Rating Agency.
Controlling Class: The Controlling Class will generally be the holder of more
than 50% of the aggregate Certificate Balance most
subordinate Class of Certificates outstanding at any time
(or if the aggregate Certificate Balance of such class of
Certificates is less than 25% of original aggregate
Certificate Balance of the initial Certificate Balance of
such Class, the next most subordinate Class of Principal
Balance Certificates).
Special Servicer: In general, the Special Servicer has the right to modify the
terms of a Specially Serviced Mortgage Loan if it determines
that such modification would increase the net present value
of the proceeds to the Trust, provided that the Special
Servicer generally may not extend the maturity date of a
Mortgage Loan beyond two years prior to the Rated Final
Distribution Date.
Optional The Depositor, then the Master Servicer, then the Special
Termination: Servicer, then majority holders of the Controlling Class,
and then the holder of a majority of the R-I Certificates
will have the option to purchase, in whole but not in part,
the remaining assets of the Trust on or after the
Distribution Date on which the aggregate Certificate Balance
of all Classes of Certificates then outstanding is less than
or equal to 1% of the Initial Pool Balance. Such purchase
price will generally be at a price equal to the unpaid
aggregate Stated Principal Balance of the Mortgage Loans,
plus accrued and unpaid interest and unreimbursed Advances.
T-6
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
Reports to The Trustee will prepare and deliver monthly
Certificateholders: Certificateholder Reports. The Special Servicer will prepare
and deliver to the Trustee a monthly Special Servicer Report
summarizing the status of each Specially Serviced Mortgage
Loan. The Master Servicer and the Special Servicer will
prepare and deliver to the Trustee an annual report setting
forth, among other things, the debt service coverage ratios
for each Mortgage Loan, as available. Each of the reports
will be available to the Certificateholders. A report
containing information regarding the Mortgage Loans will be
available electronically.
T-7
<PAGE>
III. Originators Morgan Stanley Mortgage Capital Inc.
The Mortgage Pool includes 142 Mortgage Loans, representing
approximately 49.1% of the Initial Pool Balance, either
acquired or originated by or on behalf of Morgan Stanley
Mortgage Capital Inc. ("MSMC"). MSMC is a subsidiary of
Morgan Stanley & Co. Incorporated that was formed to
originate and purchase mortgage loans secured by commercial
and multifamily real estate.
Midland Loan Services, Inc. and PNC Bank, N.A.
The Mortgage Pool includes 109 Mortgage Loans, representing
approximately 32.7% of the Initial Pool Balance, either
acquired or originated by or on behalf of Midland Loan
Services, Inc. ("Midland") or by PNC Bank National
Association ("PNC"). Of the above 109 Mortgage Loans, PNC
originated 41 with an aggregate principal balance of
$201,300,000. In addition, Midland has originated 63 with an
aggregate principal balance of $183,125,300, and Midland
purchased five with an aggregate principal balance of
$7,395,000
On April 3, 1998, Midland Loan Services, L.P. was acquired
by Midland Loan Services, Inc., a newly formed, wholly owned
subsidiary of PNC.
Residential Funding Corporation
The Mortgage Pool includes 71 Mortgage Loans, representing
approximately 18.2% of the Initial Pool Balance, either
acquired or originated by or on behalf of Residential Funding
Corporation ("RFC"). RFC is a direct wholly owned subsidiary
of GMAC Mortgage Group, Inc. RFC Commercial is a division of
RFC which originates and acquires loans secured by mortgages
on commercial and multifamily real estate. Residential
Funding Securities Corporation is an affiliate of RFC.
T-8
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
IV. Collateral Description
Summary: The Mortgage Pool consists of a $1,192,238,941 pool of 322
fixed-rate mortgage loans secured by first liens (with the
exception of one mortgage loan representing 0.27% of the
Initial Pool Balance which is secured by a second lien) on
commercial and multifamily properties located throughout 40
states. As of the Cut-Off Date, the Mortgage Loans have a
weighted average mortgage rate of 7.454% and a weighted
average remaining term to maturity of 132 months. See the
Description of the Mortgage Pool and the Appendices to the
Prospectus Supplement for more detailed collateral
information.
T-9
<PAGE>
$1,061,090,000
(Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
Property Summary
<TABLE>
<CAPTION>
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Weighted Weighted
Average Average
Aggregate Initial Weighted Remaining Debt Weighted
Balance as Pool Average Term to Service Average
Number of Cut-Off Balance Mortgage Maturity Coverage Loan to
Property Type of Date ($) as of Cut Rate (%) (mos) Ratio (x) Value (%)
Loans -Off Date(%)
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Retail 94 376,669,668 31.59 7.652 142 1.41 69.6
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Multifamily 108 347,435,764 29.14 7.144 127 1.44 72.9
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Office 36 144,524,262 12.12 7.579 117 1.35 68.7
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Hospitality 26 106,277,181 8.91 7.805 125 1.51 65.5
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Industrial 25 84,397,329 7.08 7.541 140 1.38 70.7
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Mixed Use 2 55,404,718 4.65 7.110 132 1.31 75.9
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Mobile Home Park 15 36,283,197 3.04 7.190 116 1.39 69.7
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Self Storage 12 24,188,932 2.03 7.375 148 1.59 64.4
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Garage 2 10,310,409 0.86 7.214 117 1.50 74.9
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Nursing Home/Assisted 2 6,747,481 0.57 7.966 214 2.37 45.0
Living
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
Total: 322 $1,192,238,941 100.0% 7.454% 132 1.42x 70.3%
- -------------------------- -------- ------------- ----------- ----------- ------------ ---------- ----------
</TABLE>
GEOGRAPHIC DISTRIBUTION
Percent by
Aggregate
Cut-Off Date
State Balance (%)
----- ------------
California 22.89
Pennsylvania 7.42
New Jersey 5.50
Texas 5.08
North Carolina 4.81
Florida 4.28
Illinois 4.21
Ohio 3.76
Massachusetts 3.57
Georgia 3.38
Arizona 2.91
Washington 2.73
Kentucky 2.35
Colorado 2.26
Oregon 2.19
New York 2.10
West Virginia 2.00
Louisiana 1.88
Missouri 1.85
Indiana 1.80
Oklahoma 1.72
Nevada 1.48
Maryland 1.38
Michigan 1.31
New Hampshire 1.10
Mississippi 0.90
Tennessee 0.78
Virginia 0.58
Iowa 0.53
Nebraska 0.43
Connecticut 0.42
South Carolina 0.42
Kansas 0.41
New Mexico 0.34
Utah 0.34
Maine 0.28
Minnesota 0.27
Idaho 0.15
Rhode Island 0.13
Vermont 0.10
T-10
